Form of Non-Qualified Stock Option Agreement




 Exhibit 10.36.2 
 HEALTHSOUTH CORPORATION 
 NON-QUALIFIED STOCK OPTION AGREEMENT 
 (Pursuant to the 2005 Equity Incentive Plan) 
 OPTION granted in Birmingham, Alabama on February 23, 2006 (the “Date of Grant”), by HEALTHSOUTH Corporation, a Delaware corporation (the “Corporation”), to
[                    ] (the “Grantee”). 
 1. GRANT OF OPTION. The Corporation hereby grants to the Grantee the irrevocable Option to purchase, on the terms and subject to the conditions set forth herein and in the Plan (as defined below), up to
[            ] fully paid and nonassessable shares of the Corporation’s Common Stock, par value $.01 per share, at the option price of $5.31 per share, being not less
than 100% of the fair market value of such Common Stock on the Date of Grant. 
 The Option is granted pursuant to the Corporation’s
2005 Equity Incentive Plan (the “Plan”), a copy of which is attached hereto. The Option is subject in its entirety to all the applicable provisions of the Plan as in effect on the Date of Grant, which are hereby incorporated herein by
reference. 
 2. PERIOD OF OPTION. Except as otherwise provided in the Plan, the Option is cumulatively exercisable in installments in
accordance with the following schedule: 
  

				
	 Year Beginning February 23,
	  	Percent of Shares
Subject to Option
Purchasable	 
	 2006
	  	None	 
	 2007
	  	33.3	%
	 2008
	  	33.3	%
	 2009
	  	33.3	%
	 2010
	  	100	%

 The Option may be exercised from time to time during the option period as to the total number of shares allowable
under this Section 2, or any lesser amount thereof. The Option is not exercisable before February 23, 2007 or after February 23, 2017. 
 3. SECURITIES ACT REQUIREMENTS. 
 (a) The Company has not filed financial statements for any periods
ended after December 31, 2004. The Company does not expect to become current with respect to all of its previously unfiled financial statements until at least the first quarter of 2006 and will not file any registration statement until after
such time. NO OPTION MAY BE EXERCISED UNTIL THE COMPANY COMPLIES WITH ITS REPORTING OBLIGATIONS UNDER THE FEDERAL SECURITIES LAWS AND A REGISTRATION STATEMENT IS DECLARED EFFECTIVE BY THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO SHARES
OF STOCK ISSUABLE UNDER THIS AGREEMENT. 
 (b) In addition to the requirements set forth herein and in the Plan, (i) the Option
shall not be exercisable in whole or in part, and the Company shall not be obligated to issue any shares of Stock subject to any such Option, if such exercise and sale or issuance would, in the opinion of counsel for the Company, violate the
Securities Act of 1933 (the “1933 Act”) or other Federal or state statutes having similar requirements, as they may be in effect at that time; and (ii) each Option shall be subject to the further requirement that, at any time that the
Board of Directors or the Committee, as the case may be, shall determine, in their respective discretion, that the listing, registration or qualification of the shares of Stock subject to such Option under any securities exchange requirements or
under any applicable law, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the issuance of shares of Stock, such Option may not be exercised in whole or in part
unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board of Directors or the Committee, as the case may be. 
 4. METHOD OF EXERCISE OF OPTION. Subject to the provisions of the Plan and Paragraph 3 hereof, the Option may be exercised in whole or in part by
the Grantee’s giving written notice, specifying the number of shares which the Grantee elects to purchase and the date on which such purchase is to be made to the Corporation or its designated broker. 
 5. TRANSFERABILITY. The Option is not transferable otherwise than by will or pursuant to the laws of descent and distribution, and is exercisable
during the Grantee’s lifetime only by the Grantee. 
 6. BINDING AGREEMENT. This Stock Option Agreement shall be binding upon and
shall inure to the benefit of any successor or assign of the Corporation, and, to the extent herein provided, shall be binding upon and inure to the benefit of the Grantee’s beneficiary or legal representatives, as the case may be. 

7. ENTIRE AGREEMENT. This Stock Option Agreement and the Plan set forth the entire agreement of the parties with respect to the Option granted
hereby and may not be changed orally but only by an instrument in writing signed by the party against whom enforcement of any change, modification or extension is sought. 
 If the foregoing is in accordance with your understanding and approved by you, please so confirm by signing and returning the duplicate of this Stock Option Agreement enclosed for that purpose. 
  

			
	 HEALTHSOUTH Corporation

		
	 By
	 	  
		 	 Gregory L. Doody,

		 	 Secretary



 The foregoing is in accordance with my understanding and is hereby confirmed and agreed to
as of the Date of Grant. 
  

	
	
	   
	[                ], Grantee